Costco Wholesale Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

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Department/Specialty Retail Stores
Consumer Discretionary
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cost-20240118
FALSECOSTCO WHOLESALE CORP /NEW000090983200009098322024-01-182024-01-18

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2024

COSTCO WHOLESALE CORPORATION
(Exact name of registrant as specified in its charter)

Washington0-2035591-1223280
(State or other jurisdiction
of incorporation)
(Commission
File No.)
(I.R.S. Employer
Identification No.)

999 Lake Drive
Issaquah, WA 98027
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 425-313-8100

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $.005 per shareCOSTNASDAQ

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐



Item 5.07.    Submission of Matters to a Vote of Security Holders
On January 18, 2024, Costco Wholesale Corporation (the "Company") held its Annual Meeting of Shareholders. There were 443,830,261 shares of common stock entitled to be voted; 349,875,734 shares were voted in person or by proxy. Shareholders voted on the following matters:
1.The election of each of the directors nominated by the Board of Directors to hold office until the 2025 Annual Meeting of Shareholders and until their successors are elected and qualified;
2.The ratification of the selection of KPMG LLP as the Company's independent auditors for fiscal year 2024;
3.The approval, on an advisory basis, of the compensation of the Company's executive officers for fiscal year 2023 as disclosed in the Company's definitive proxy statement on Schedule 14A for the Annual Meeting, filed with the Securities and Exchange Commission on December 7, 2023; and
4.A shareholder proposal concerning fiduciary carbon-emission relevance report.
All items except 4 were approved. The results of the votes are set forth below:
Election of Directors
NomineesForAgainstAbstainBroker Non-Votes
Susan L. Decker276,514,71113,022,702340,70359,997,618
Kenneth D. Denman280,951,7698,536,480389,86759,997,618
Helena B. Foulkes288,727,549795,960354,60759,997,618
Richard A. Galanti265,099,77124,428,113350,23259,997,618
Hamilton E. James270,884,76718,314,000679,34959,997,618
W. Craig Jelinek279,194,86110,354,740328,51559,997,618
Sally Jewell285,862,1913,686,225329,70059,997,618
Jeffrey S. Raikes265,742,09223,709,704426,32059,997,618
John W. Stanton283,533,3105,959,091385,71559,997,618
Ron M. Vachris284,808,9554,719,117350,04459,997,618
Maggie Wilderotter279,916,1259,609,714352,27759,997,618
Ratification of the Selection of Auditors:
ForAgainstAbstain
335,459,38613,924,221492,127
Advisory Vote on Executive Compensation:
For AgainstAbstainBroker Non-Votes
272,952,38415,719,0251,206,70759,997,618
Shareholder proposal concerning fiduciary carbon-emission relevance report:
For AgainstAbstainBroker Non-Votes
5,557,589280,253,7344,066,79359,997,618





Item 8.01.    Other Events
The Board of Directors declared a quarterly cash dividend on the Company's common stock. The dividend of $1.02 per share declared on January 18, 2024, is payable February 16, 2024, to shareholders of record at the close of business on February 2, 2024.

Item 9.01.    Financial Statements and Exhibits

(d) Exhibits.

104    Cover Page Interactive Data File (embedded within the Inline XBRL document).
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
COSTCO WHOLESALE CORPORATION
Dated: January 22, 2024By:/s/ John Sullivan
John Sullivan
Executive Vice President, General Counsel and Corporate Secretary

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